Accelerated book build

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

TUNGSTEN CORPORATION PLC 

("Tungsten" or the "Company")

Accelerated bookbuild to raise £15 million

Introduction

Tungsten Corporation plc (LSE: TUNG) ("Tungsten", the "Company" or together with its subsidiaries the "Group") today announces its intention to raise £15 million from a firm and conditional placing (together the "Placings"), via an accelerated bookbuild to enable the Company to improve its cash position and to continue with the investment required to deliver its stated strategy and long term value for shareholders. The Placings have been underwritten in full by Canaccord Genuity Limited ("Canaccord Genuity").

The key focus for the Company remains the continued enhancement of its Network and Tungsten Early Payment products and improvements to the ease of use and deliverability of these products to both existing and potential customers. On the Network, the Company continues to improve the effectiveness of its approach to leveraging buyers and suppliers on the Network and to capitalise fully on the strong pipeline of new buyers and suppliers. For Tungsten Early Payment, the focus is to simplify and shorten the process for suppliers to be approved for Tungsten Early Payment.

In order to deliver against these objectives, the net proceeds of the Placings will provide the Company with the required capital to:

o continue to invest in the Network to further improve the process of on-boarding suppliers onto the Network thereby maximising the supplier opportunity provided by the Buyers on the Network;

o increase the sales and marketing resource required to accelerate the penetration of Tungsten Early Payment;

o invest in the required operational enhancements required to make it easier for suppliers to take advantage of Tungsten Early Payment; and

o fund ongoing investment in product innovation for its customers.

Canaccord Genuity has been appointed as sole bookrunner ("Bookrunner") and joint broker in respect of the Placings. Charles Stanley, Tungsten's Nominated Adviser, has been appointed as joint broker in connection with the Placings (together with Canaccord Genuity, the "Joint Brokers"). The Placings are being conducted through an accelerated bookbuild process which will be launched immediately following this announcement. The Placings have been fully underwritten by Canaccord Genuity.

The Placings will comprise a placing of 5,000,000 new ordinary shares of 0.438p ("New Ordinary Shares"), (the "Firm Placing") together with a placing of further New Ordinary Shares conditional on shareholder approval (the "Conditional Placing"). The Conditional Placing is conditional, inter alia, on shareholder approval at a general meeting (the "General Meeting").

Trading Update

The following trading update was included in Tungsten's announcement dated 21 May 2015

Further to its announcement on 14 May 2015, the Company provides the following update.

The Company is currently in discussions with respect to a proposed joint venture ("JV") arrangement with a global financial institution, which would be complementary to its current funding arrangements and which could, if concluded, involve both Tungsten Early Payment and some of the global financial institution's customers being channelled through the JV. There is no certainty that any such JV arrangement will be consummated and further announcements will be made in due course.

The Company is also actively exploring its strategic options for Tungsten Bank and is in discussions with the Prudential Regulation Authority in relation to the nature of the Bank's operations and governance. The Company does not believe that these discussions will have any impact on Tungsten's ability to operate its invoice financing operations.

As previously announced, the Company is reviewing various options to fund the Company's growth strategy and will update the market as these materialise.

The following trading update was included in Tungsten's announcement dated 14 May 2015

Tungsten expects the unaudited financial results for the financial year to be above the Board's expectations at the time of the announcement of the Company's interim results, as the Company continues the global roll-out of its products and services. Revenues for the second half of the year are expected to be higher than budget and show good progress compared with the first half of the year, driven by accelerating the addition of new buyers and suppliers on the Tungsten Network. As a result, full year revenues are anticipated to be ahead of the market's expectation of £22.5 million. The higher revenues, combined with lower than forecast costs in the second half of the year, are expected to result in a smaller loss for the full year than the market's expectation of £31.2 million.

Tungsten Network

The Network has continued to add new buyers and suppliers, with a total of 173 buyer groups at 30 April 2015, up from 124 a year earlier, of which 43 are buyers using Tungsten Workflow, a service added during the year through the DocuSphere acquisition. Three buyers left the Network during the year, one of which was due to a corporate action and two which lacked scale.

During the year, 28,000 suppliers were added to the Network, while 18,000 mostly paper invoice suppliers ceased transacting over the Network as management focused on transitioning the Network away from non e-invoicing suppliers. As a result, at the end of the financial year the Network had 181,000 suppliers. Momentum of supplier releases picked up in the second half of the year when buyers sent Tungsten 25% more suppliers to bring onto the Network than in the first half.

An important focus for the Company has been to improve the effectiveness of its approach to leveraging the existing buyers and suppliers on the Network, and the rate at which suppliers connect to multiple buyers already on the Network has been encouraging. This has helped increase the total e-invoicing volume on the Network by 10% over the prior year to 13.8 million invoices out of a total of 14.8 million invoices transacted over the Network. E-invoicing value conducted over the Network grew by 8% to £103 billion, out of a total of £121 billion.

The pipeline of new customers for the Network, both buyers and suppliers, is stronger than ever. Growth is coming from buyers sending the Company additional supplier releases and from adding new buyers to the Network. During the year, the Company invested heavily in the on-boarding process and pricing for suppliers, which is improving the conversion rate of new connection opportunities. The new Customer Connect service, which enables suppliers to find additional customers already transacting on the Network, has already added over 3,700 new connections since its launch at the beginning of April.

Tungsten Bank and Tungsten Early Payment

Tungsten Bank has made a promising start and the roll-out of Tungsten Early Payment is now on track. The Tungsten Bank Board decided last week not to take deposits for now. It will not impact the Company's invoice financing capacity, since the Insight Investment arrangements and the Bank's balance sheet are sufficient to fund Tungsten Early Payment demand.

By 30 April 2015, 188 suppliers had signed a contract to use Tungsten Early Payment, and 38 suppliers had completed the registration process to become a customer of Tungsten Early Payment. Total invoices financed was £32 million.

Tungsten's experience has shown the two distinct markets, large corporates and SMEs, have different average yields, with large corporate invoice financing having an average yield of 4.5% p.a. and SMEs having an average yield of 12.4% p.a. The penetration rate was 6.6% of SME suppliers targeted, while the penetration rate for large corporates may be higher but has a smaller population. Customers using Tungsten Early Payment finance repeatedly use the service, financing an average of 79% of the value of their available invoices.

Since launching Tungsten Early Payment at the end of last year, we have determined that the sales and enrolment processes take longer than desirable; require more sales people and marketing resources; and need a simpler supplier financing approval process to gain traction. We have hired Early Payment sales people, plan to increase the marketing budget in the current financial year, and are simplifying and shortening the process for suppliers to be approved for Tungsten Early Payment, which currently takes several months before a supplier is allowed to finance their invoices.

At year-end, 42 buyers were signed up for the standard Tungsten Invoice Status Service, up from 37 at the mid-year. A key product enhancement now being offered to buyers is the full Invoice Status, which enables any and all of the invoices received by a buyer to be presented on the Tungsten Portal. This means suppliers, even if they have not yet connected to the Tungsten Network, can see the status of their invoices sent to their Tungsten Network buyers. It will also enable Tungsten to provide Tungsten Early Payment to suppliers who are not yet connected to the Tungsten Network. Seven buyers have already signed up for the full Invoice Status, which when fully deployed would increase the addressable market for Tungsten Early Payment fivefold.

We expect these changes to impact financing volumes positively and anticipate the benefit of this will be seen in the current financial year.

Tungsten Analytics

Tungsten Analytics, with real-time line level spend analysis, continues to receive positive feedback from potential buyer customers. The average savings identified in current trials are 1.6% of the spend analysed. At the end of April 2015, the first buyer to trial analytics had contracted for the service and a further 40 were taking part in pilot programmes. The Company is in negotiations with these pilot buyers and with new buyers about bundling Tungsten's e-invoicing, Workflow and Analytics products into one combined package for our buyers, which would support a considerably higher price point. These discussions will continue over the next three years as each buyer approaches renewal. We expect that this combined package will be well received by buyers, and should improve future revenues.

In addition, Tungsten continues to develop Tungsten Analytics, following the previously announced formation of the Tungsten Centre for Intelligent Data Analysis in partnership with Goldsmiths College.

Strategy for international network expansion and banking growth

The Company intends to continue to invest in its businesses, in terms of improved products and services as well as geographical expansion. Recent discussions between Tungsten and the Indian government resulted in a change to legislation to open up the Indian market to e-invoicing. In addition, Tungsten can now provide compliant e-invoicing services in Japan. To capitalise on these markets now being open to Tungsten providing electronic invoicing, the Company intends to grow with locally staffed offices, with local sales and support functions.

As Tungsten sees increased opportunities in markets such as Japan, Asia, Latin America and Eastern Europe, the supply chain finance offering in these markets is better served by Tungsten operating in partnership with local banks, which are being actively explored.

Funding

Tungsten's cash position at 30 April 2015 was £31.4 million, including £18.6 million of cash or cash equivalents held in Tungsten Bank. The Tungsten Board is reviewing various proposals to fund the Company's growth strategy and will update the market as these materialise.

Board and executive appointments

As Tungsten moves beyond its start up phase and executes on its strategy, the Company is making the following senior executive management changes.

Edmund Truell, currently Group CEO, moves to the newly created role of Vice Chairman and Richard M. Hurwitz, currently Executive Director, CEO (Americas) and Head of Global Client Development, is appointed Group CEO reporting to the Board of Tungsten Corporation, effective 13 July 2015.

These changes allow Edi to develop the wide range of strategic opportunities available to Tungsten, including enhancing the Group's relationships with major clients, providers of capital and other strategic partners, and driving the global roll-out, which will involve considerable international presence. In order to allow Edi to concentrate on these important strategic matters, Nick Parker, who is currently an Independent Non-Executive Director of Tungsten Bank plc, has replaced Edi as Non-Executive Chairman of Tungsten Bank and Edi has become Deputy Chairman of Tungsten Bank.

Rob Eddowes, currently a Non-Executive Director of Tungsten Bank, has been appointed interim Chief Executive Officer of Tungsten Bank.

Tungsten also announces today the appointment of Nick Parker as Non-Executive Director to Tungsten Corporation plc. Nick brings a wealth of expertise to the Company's board from his 30 years' corporate finance advisory experience at PwC, where he led the Project Finance and Privatisation group. In addition to his role with Tungsten Bank, Nick is currently a Non-Executive Director of Pension Insurance Corporation plc and Chairman of The Wastepack Group.

Current outlook

The Company is targeting significant growth and profitability by extending the Tungsten Analytics and Workflow services to buyers who currently use only e-invoicing; by enrolling new suppliers to Tungsten Early Payment including into additional markets; by introducing the full Invoice Status Service to expand the addressable market of invoices that can be financed; by increasing the number of new connections by enrolling more suppliers and by connecting more existing suppliers to additional buyers on the Network; and by opening new offices. The Board will continue to assess potential acquisition opportunities.

Tungsten will continue to reduce the level of non-electronic invoices it processes and to migrate away from interoperating with networks that have less robust standards of compliance than the Tungsten Network.

Details of the Placings

The books for the Placings will open with immediate effect. The books are expected to close no later than 4.30 p.m. on 21 May 2015. The timing of the closing of the books and the making of allocations may be accelerated or delayed at the Bookrunner's discretion. The appendix to this announcement contains detailed terms and conditions applicable to the Placings.

By choosing to participate in the Placings and by making an oral and/or written legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety, including the appendix, and to be making such offer on the terms and subject to the conditions contained herein and to be making the representations, warranties, undertakings and acknowledgements contained in the appendix to this announcement.

Participation in the Placings will be limited to institutional investors. For regulatory reasons, members of the general public are not eligible to take part in the Placings.

Firm Placing

Tungsten has agreed with Canaccord Genuity to place 5,000,000 New Ordinary Shares per share with certain institutional investors on a non pre-emptive basis. The 5,000,000 Firm Placing Shares represent the limit of the existing authorities granted to the Directors.

The Firm Placing is not conditional on the completion of the Conditional Placing. However the Firm Placing is conditional, inter alia, on the Company allotting, subject only to First Admission (as defined below) the Firm Placing Shares in accordance with the Placing Agreement, the admission of the Firm Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 28 May 2015 or such other time and/or date, being no later than 8.00 a.m. on 1 June 2015, as Canaccord Genuity and the Company may agree, the conditions in the Placing Agreement relating to the Firm Placing being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to the First Admission (as defined below). The Firm Placing Shares will be credited as fully paid and rank pari passu with the existing issued ordinary shares in the capital of the Company ("Ordinary Shares") when issued. Application will be made for the Firm Placing Shares to be admitted to trading on AIM and it is expected that admission will take place at 8.00 a.m. on 28 May 2015 ("First Admission").

Conditional Placing

Tungsten intends to raise a further amount through a conditional placing through the accelerated bookbuild process on a non-pre emptive basis, which together with the Firm Placing, will total gross proceeds of £15 million.

The Conditional Placing is conditional, inter alia, on completion of the Firm Placing, shareholder approval at the General Meeting, the Company allotting, subject only to Second Admission (as defined below) the Conditional Placing Shares in accordance with the Placing Agreement, the admission of the Conditional Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 12 June 2015 or such other time and/or date, being no later than 8.00 a.m. on 15 June 2015, as Canaccord and the Company may agree, the conditions in the Placing Agreement relating to the Conditional Placing being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to the Second Admission (as defined below).

The Conditional Placing Shares will be credited as fully paid and rank pari passu with the existing issued Ordinary Shares if and when issued. Application will be made for the Conditional Placing Shares to be admitted to trading on AIM following the approval of the resolutions to be proposed at the General Meeting (the "Resolutions") and admission of the Conditional Placing Shares and the Conditional Placing is expected to become effective following and conditional on the approval of the Resolutions and by no later than 8.00 a.m. on 12 June 2015 ("Second Admission"). Settlement of the Conditional Placing Shares is expected to take place within the CREST system following Second Admission. A circular to shareholders is expected to be posted shortly, including details of the General Meeting and the Resolutions.

Use of proceeds

The key focus for the Company remains the continued enhancement of its Network and Tungsten Early Payment products and improvements to the ease of use and deliverability of these products to both existing and potential customers. On the Network, the Company continues to improve the effectiveness of its approach to leveraging buyers and suppliers on the Network and to capitalise fully on the strong pipeline of new buyers and suppliers. For Tungsten Early Payment, the focus is to simplify and shorten the process for suppliers to be approved for Tungsten Early Payment.

In order to deliver against these objectives, the net proceeds of the Firm and Conditional Placings will provide the Company with the required capital to:

o continue to invest in the Network to further improve the process of on-boarding suppliers onto the Network thereby maximising the supplier opportunity provided by the Buyers on the Network;

o increase the sales and marketing resource required to accelerate the penetration of Tungsten Early Payment;

o invest in the required operational enhancements required to make it easier for suppliers to take advantage of Tungsten Early Payment; and

o fund ongoing investment in product innovation for its customers.

The additional funds will enable the Company to improve its cash position and to continue with the investment required to deliver upon its stated strategy and deliver long term value for shareholders.

Enquiries:

About Tungsten Corporation plc

Tungsten Corporation (LSE: TUNG) accelerates global trade by enabling customers to streamline invoice processing, improve cash-flow management and make better buying decisions from their detailed spend data.

Buyer organisations that join Tungsten Network, the world's largest compliant electronic invoice network, can reduce their invoice-processing costs by 60%. Suppliers benefit from efficiencies, greater visibility of their invoice status and peace of mind. Tungsten offers supply chain financing through Tungsten Bank*; and helps buying organisations profit by applying real-time spend analytics to its vast repository of line-level invoice data.

Tungsten serves 56% of the Fortune 500 and 67% of the FTSE 100 by connecting the world's largest companies and government agencies to their thousands of suppliers around the globe. It enables suppliers to submit tax compliant e-Invoices in 47 countries, and last year processed transactions worth over £121 billion for organisations such as Alliance Data, Aviva, Cargill, Deutsche Lufthansa, General Motors, GlaxoSmithKline, Henkel, IBM, Kellogg's, and the US Federal Government.

Tungsten Corporation joined forces with OB10 in 2013 to create the world's largest electronic trading network; and acquired DocuSphere in September 2014, a provider of accounts payable automation solutions

IMPORTANT NOTICE

This announcement has been issued by, and is the sole responsibility of, the Company.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placings.

This announcement is not for publication, release or distribution, directly or indirectly, in whole or

in part, in or into the United States (including its territories and possessions, any state or other

jurisdiction of the United States), Canada, Australia, New Zealand, Japan, the Republic of Ireland

or the Republic Of South Africa or any jurisdiction in which the same would be unlawful.

This announcement is not an offer of securities for sale in or into the United States. The Placing

Shares have not been and will not be registered under the US Securities Act of 1933, as amended

(the "US Securities Act") or under the laws of any state or other jurisdiction of the United States

and may not be offered or sold in or into the United States expect pursuant to an exemption

from, or in a transaction not subject to, the registration requirements of the US Securities Act.

No public offering of securities has been made in the United States. The Placing Shares are being

offered and sold outside the United States in reliance on Regulation S under the US Securities

Act, and within the United States pursuant to an exemption from the registration requirements of

the US Securities Act.

In addition, offers, sales or transfers of the Placing Shares in or into the United States for a period of time following completion of the Placings by a person (whether or not participating in the Placings) may violate the registration requirements of the US Securities Act.

Furthermore, the Placing Shares have not been and will not be registered under the applicable laws of any of Canada, Australia, New Zealand, Japan, the Republic of Ireland or the Republic of South Africa and, consequently, may not be offered or sold to any national, resident or citizen thereof.

By participating in the Placings, each person who is invited to and who chooses to participate in the Placings (a "Placee") by making an oral and/or written legally binding offer to acquire Placing Shares will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Members of the public are not eligible to take part in the Placings and no public offering of securities will be made.

This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area who are qualified investors as defined in Article (2)(1)(e) ("qualified investors") of Directive 2003/71/EC; and (b) in the United Kingdom, qualified investors who are persons (1) who have professional experience in matters relating to investments falling within Article 19(1) (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); (2) falling within Article 49(2)(a) to (d) (High net worth companies, unincorporated associations, etc.) of the Order; or (3) other persons to whom it may otherwise lawfully be communicated without being accompanied by any further statements and/or warnings required by the Order and not included in this Announcement (all such persons together being referred to as "Relevant Persons").

This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placings relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. As regards all persons other than Relevant Persons, the details of the Placings set out in this announcement are for information purposes only.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as Bookrunner and joint broker to the Company for the purposes of the AIM Rules for Companies in connection with the Placings, First Admission and Second Admission and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Canaccord Genuity Limited or for advising any other person on any transaction or arrangement referred to in this announcement.

Charles Stanley & Co Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting as Nominated Adviser and joint broker to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers in connection with the Placings, First Admission and Second Admission and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Charles Stanley & Co Limited or for advising any other person on any transaction or arrangement referred to in this announcement.

Except pursuant to certain limited exceptions which will be determined solely by Tungsten and/or its advisers, this document may not be published, distributed, forwarded or transmitted directly or indirectly, in whole or in part, in or into the United States. These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States.

The distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any person who is subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Subject to certain exceptions, this document is not for release publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland, the Republic of South Africa or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

FORWARD-LOOKING STATEMENTS

This announcement contains (or may contain) certain forward-looking statements with respect to certain of Tungsten's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Tungsten cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds for the Placings, the liquidity position of Tungsten and its subsidiary undertakings (collectively, the "Group"), the future performance of the Group, future foreign exchange rates, interest rates and currency controls, the future political and fiscal regimes in the overseas markets in which the Group operates, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond Tungsten's control. As a result, Tungsten's actual future results may differ materially from the plans, goals, and expectations set forth in Tungsten's forward-looking statements. Any forward-looking statements made in this document by or on behalf of Tungsten speak only as of the date they are made. These forward-looking statements reflect Tungsten's judgement at the date of this document and are not intended to give any assurance as to future results. Except as required by the FSA, the London Stock Exchange, the AIM Rules or applicable law, Tungsten expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any changes in Tungsten's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Appendix

Placings terms and conditions

IMPORTANT INFORMATION REGARDING THE PLACINGS FOR PLACEES ONLY

1. Eligible participants

Members of the public are not eligible to take part in the Placings. This Appendix and the terms and conditions set out herein are for information purposes only and are directed only at:

a) persons in member states of the European Economic Area who are qualified investors as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended, ("qualified investors") being persons falling within the meaning of article 2(1)(e) of the EU Prospectus Directive (which means directive 2003/71/EC, as amended from time to time, and includes any relevant implementing directive measure in any member state) (the "Prospectus Directive"); and

b) in the United Kingdom, qualified investors who are persons who (i) have professional experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated, (all such persons in (a) and (b) together being referred to as "relevant persons").

This Appendix and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Appendix and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons. This Appendix does not itself constitute an offer for sale or subscription of any securities in the Company.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an investment in Placing Shares.

2. Overseas jurisdictions

The distribution of this announcement and/or issue of Placing Shares pursuant to the Firm Placing and/or the Conditional Placing or otherwise in certain jurisdictions outside the United Kingdom may be restricted by law. Persons who seek to participate in the Placings must inform themselves about and observe any such restrictions. In particular, this announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in the United States, Canada, Australia, Japan, the Republic of South Africa, New Zealand or the Republic of Ireland or any other jurisdiction in which such offer or solicitation, publication or distribution is or would be unlawful. Persons receiving the announcement including this Appendix (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it in, into or from the United States, or use the United States mails, directly or indirectly, in connection with the Firm Placing or Conditional Placing, and by so doing may invalidate any related purported application for Placing Shares.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Placing Shares are being offered and sold outside the United States in reliance on Regulation S under the US Securities Act, and within the United States pursuant to an exemption from the registration requirement of the US Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

3. Details of the placing agreement and the Placing Shares

Canaccord Genuity and Charles Stanley have today entered into a Placing Agreement with the Company under which Canaccord Genuity, as the bookrunner, has, on the terms and subject to the conditions set out therein, undertaken to underwrite the Placings at a certain price (the "Floor Price") and to subscribe on the date of Admission for such Placing Shares at the Floor Price as the Bookrunner has been unable to procure Placees for at or above the Floor Price in the agreed proportions set out in the Placing Agreement.

Canaccord Genuity is arranging the Placings as agent for and on behalf of the Company. Canaccord Genuity and the Company will determine in their absolute discretion the extent of each Placee's participation in the Firm Placing and the Conditional Placing, which will not necessarily be the same for each Placee.

The Placing Shares will, when issued, be credited as fully paid and will be issued subject to the Company's Memorandum and Articles of Association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.

Application will be made to the London Stock Exchange plc for admission to trading of the Placing Shares on AIM. It is expected that admission of the Placing Shares issued under the:

a) Firm Placing will become effective on or around 8.00 a.m. on 28 May 2015 (or such later time and/or date as Canaccord Genuity may agree with the Company) and that dealings in those Placing Shares will commence at that time; and

b) Conditional Placing will become effective on or around 8.00 a.m. on 12 June 2015 (or such later time and/or date as Canaccord may agree with the Company) and that dealings in those Placing Shares will commence at that time. A circular to shareholders is expected to be posted shortly, including details of the General Meeting and the Resolutions.

Each Placee will be required to pay to Canaccord Genuity, on the Company's behalf, the Placing Price for each Placing Share allocated to it by Canaccord Genuity (as applicable) and agreed to be acquired by it under the Placings in accordance with the terms set out in this Appendix. Each Placee's obligation to acquire and pay for Placing Shares under the Placings will be owed to Canaccord Genuity and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity and the Company, to pay to Canaccord Genuity in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee and which it has agreed to subscribe for. Each Placee will be deemed to have read and understood this Appendix in its entirety, to be participating in the Firm Placing and/or the Conditional Placing upon the terms and conditions contained in this Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. To the fullest extent permitted by law and applicable FCA rules (the "FCA Rules"), neither (i) Canaccord Genuity nor Charles Stanley, (ii) any director, officer, employee or consultant of Canaccord Genuity or Charles Stanley, or (iii) to the extent not contained within (i) or (ii), any person connected with Canaccord Genuity or Charles Stanley as defined in the FCA Rules ((i), (ii) and (iii) being together "Affiliates" and individually an "Affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placings.

4. Conditions of the Placings

(a) Canaccord Genuity's obligations under the Placing Agreement in respect of the Firm Placing Shares are conditional on, inter alia:

i) the performance by the Company of its material obligations under the Placing Agreement so far as those obligations fall to be performed on or prior to First Admission;

ii) none of the Warranties contained in the Placing Agreement being untrue and inaccurate or misleading in any respect as at the date of the Placing Agreement and the date of First Admission as though they had been given and made on such dates (by reference to the circumstances existing at such date);

ii) the Company allotting, subject only to the First Admission, the Firm Placing Shares in accordance with the Placing Agreement; and

iv) First Admission taking place not later than 8.00 a.m. on 28 May 2015 or such later time and/or date, being no later than 8:00 a.m. on 1 June 2015, as the Company and Canaccord Genuity may otherwise agree.

(b) Canaccord Genuity's obligations under the Placing Agreement in respect of the Conditional Placing Shares are conditional on, inter alia:

i) the passing of those Resolutions which are necessary to allot the Conditional Placing Shares (without amendment) at the General Meeting;

ii) First Admission having taken place;

iii) the performance by the Company of its material obligations under the Placing Agreement so far as those obligations fall to be performed on or prior to First Admission;

iv) none of the warranties contained in the Placing Agreement being untrue, inaccurate or misleading in any respect as at the date of the Placing Agreement and the date of Second Admission as though they had been given and made on such dates (by reference to the circumstances existing at such dates);

v) the Company allotting, subject only to Second Admission, the Conditional Placing Shares in accordance with the Placing Agreement; and

vi) Second Admission taking place following and conditional on the approval of the Resolutions at the General Meeting.

If:

i) any of the conditions contained in the Placing Agreement in relation to the Firm Placing or the Conditional Placing are not fulfilled or waived (as applicable) by Canaccord Genuity and Charles Stanley by the respective time or date where specified (or such later time or date as the Company and Canaccord Genuity may agree);

ii) any of such conditions becomes incapable of being fulfilled; or

iii) the Placing Agreement is terminated in the circumstances specified below,

the Firm Placing and/or Conditional Placing, as the case may be, will lapse and the Placee's rights and obligations hereunder in relation to the Firm Placing Shares and/or Conditional Placing Shares, as the case may be, shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof. Canaccord Genuity and Charles Stanley, acting jointly may at their discretion and upon such terms as they thinks fit, waive compliance by the Company with certain of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating to (i) allotment of the Firm Placing Shares subject only to First Admission; (ii) First Admission taking place; (iii) allotment of the Conditional Placing Shares subject only to Second Admission; and (iv) Second Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Canaccord Genuity, Charles Stanley nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and /or date for the satisfaction of any condition to the Firm Placing or Conditional Placing, nor for any decision they may make as to the satisfaction of any condition or in respect of the Firm Placing or Conditional Placing generally and by participating in the Firm Placing and/or Conditional Placing, as the case may be, each Placee agrees that any such decision is within the absolute discretion of Company, Canaccord Genuity and Charles Stanley.

It is anticipated that the conditions in respect of the Firm Placing set out in this Appendix will be fulfilled by 28 May 2015 and that the conditions in respect of the Conditional Placing set out in this Appendix will be fulfilled by 12 June 2015. Canaccord Genuity and Charles Stanley may agree with the Company to extend the time for the satisfaction of any of the conditions of the Firm Placing (provided that such time may not be extended beyond 5.00 p.m. on 1 June 2015 (the "Firm Long Stop Date")). Canaccord Genuity and Charles Stanley may agree with the Company to extend the time for the satisfaction of any of the conditions of the Conditional Placing (provided that such time may not be extended beyond 5.00 p.m. on 15 June 2015 (the "Conditional Long Stop Date")). The Company will inform each Placee if any such extension is agreed and all subsequent dates mentioned in this Announcement will be adjusted appropriately.

5. Right to terminate under the Placing Agreement

Subject to the paragraph below, if the conditions in respect of the Firm Placing are not satisfied or (if applicable) waived by 28 May 2015 or such later time as may be agreed by Canaccord Genuity, Charles Stanley and the Company (but in any event not later than 5.00 p.m. on the Firm Long Stop Date), the Firm Placing will not proceed and Placees' rights and obligations in respect of the Firm Placing will cease and determine and no claims will be capable of being made by any Placee in respect of the Firm Placing, and any payments made by Placees in respect of the Firm Placing will be returned as soon as possible thereafter at the Placee's own risk without interest. Subject to the paragraph below, if the conditions in respect of the Conditional Placing are not satisfied or (if applicable) waived by 12 June 2015 or such later time as may be agreed by Canaccord Genuity, Charles Stanley and the Company (but in any event not later than 5.00 p.m. on the Conditional Long Stop Date), the Conditional Placing will not proceed and Placees' rights and obligations in respect of the Conditional Placing will cease and determine and no claims will be capable of being made by any Placee in respect of the Conditional Placing, and any payments made by Placees in respect of the Conditional Placing will be returned as soon as possible thereafter at the Placee's own risk without interest.

Canaccord Genuity and Charles Stanley may in their absolute discretion terminate the Placing Agreement by giving notice to the Company if, prior to First Admission and/or Second Admission, certain circumstances, including a breach of the warranties given to Canaccord Genuity and Charles Stanley in the Placing Agreement or the failure of the Company to comply with obligations under the Placing Agreement, or the occurrence of a force majeure event which in the reasonable opinion of Canaccord Genuity is or will be or may be materially prejudicial to the Company, the Firm Placing and/or the Conditional Placing. By participating in the Firm Placing and/or Conditional Placing, as the case may be, Placees agree that the exercise by Canaccord Genuity and Charles Stanley of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity and Charles Stanley and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise. The Company will inform each Placee if Canaccord Genuity's obligations under the Placing Agreement in respect of the Firm Placing do not become unconditional by 8.00 a.m. on 28 May 2015, or such later time and date as Canaccord Genuity may in its absolute discretion determine (being no later than 5.00pm on the Firm Long Stop Date). The Company will inform each Placee if Canaccord Genuity's obligations under the Placing Agreement in respect of the Conditional Placing do not become unconditional by 8.00 a.m. on 12 June 2015, or such later time and date as Canaccord Genuity may in its absolute discretion determine (being no later than 5.00pm on the Conditional Long Stop Date).

6. Participation and settlement

A Placee's allocation and commitment to acquire a fixed number of Firm Placing Shares and/or Conditional Placing Shares under the Placings will be agreed orally and/or in writing with Canaccord Genuity. Such agreement will constitute a legally irrevocable binding commitment on such Placee's part to acquire that number of Firm Placing Shares and/or Conditional Placing Shares, as the case may be, at the Placing Price on the terms and conditions set out or referred to in this Appendix.

After such agreement is entered into, a written confirmation will be dispatched to the Placee by Canaccord Genuity confirming (i) the number of Firm Placing Shares and/or Conditional Placing Shares, as the case may be, that such Placee has agreed to acquire, (ii) the aggregate amount such Placee will be required to pay for those Placing Shares, and (iii) settlement instructions to pay Canaccord Genuity, as agent of the Company. It is expected that such written confirmations will be despatched by 21 May 2015. The "trade date" in respect of the Firm Placing Shares for settlement purposes will be 21 May 2015 and the "settlement date" for such Firm Placing Shares will be 28 May 2015. The "trade date" for the Conditional Placing Shares for settlement purposes will be 21 May 2015 and the "settlement date" for such Conditional Placing Shares will be 12 June 2015.

Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

Settlement of transactions in the Placing Shares (ISIN: GB00B7Z0Q502; SEDOL: B7Z0Q50) will take place within the CREST system, subject to certain exceptions, on a delivery versus payment ("DVP") basis. Placees should match their instructions to Canaccord Genuity's CREST participant I.D. 805. This is a CREST account which is operated by Pershing on Canaccord Genuity's behalf. The account ID is PLAC. Canaccord Genuity reserves the right to require settlement for and delivery of any Placing Shares to any Placees by such other means that it deems appropriate if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Appendix or would not be consistent with the regulatory requirements in any Placee's jurisdiction. A Placee whose Placing Shares are to be delivered to a custodian or settlement agent should ensure that the written confirmation is copied and delivered immediately to the appropriate person within that organisation.

Placees should instruct their CREST agent to make arrangements for payment for any Placing Shares which Placees are required to acquire as soon as possible.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. No Placee (or any nominee or other agent acting on behalf of a Placee) will be entitled to receive any fee or commission in connection with the Firm Placing and/or the Conditional Placing unless expressly agreed with Canaccord Genuity.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in any Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Canaccord Genuity will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Firm Placing and/or Conditional Placing, as the case may be, as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Canaccord Genuity in the event that any of the Company and/or Canaccord Genuity has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Canaccord Genuity accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

7. No prospectus

No prospectus has been or will be submitted for approval by the FCA in relation to the Placings or the Placing Shares. Placees' commitments in respect of Placing Shares will be made solely on the basis of the information contained in this announcement and on the terms contained in it. Each Placee, by accepting a participation in the Firm Placing and/or Conditional Placing, undertakes that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Canaccord Genuity, Charles Stanley or the Company and neither the Company, Canaccord Genuity nor Charles Stanley will be liable for any Placee's decision to participate in the Firm Placing and/or Conditional Placing, as the case may be, based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on this announcement and its own investigation of the business, financial or other position of the Company in accepting a participation in the Firm Placing and/or Conditional Placing. Nothing in this paragraph shall exclude the liability of any person for fraud or fraudulent misrepresentation.

8. Payment default

A Placee's entitlement to receive any Placing Shares will be conditional on the receipt of payment by Canaccord Genuity from the relevant Placee by the relevant time to be stated in the written confirmation referred to at paragraph 6 above, or by such later time and date as Canaccord Genuity may in its absolute discretion determine. Canaccord Genuity may, in its absolute discretion, waive such condition, and shall not be liable to any Placee in the event of it deciding whether to waive or not to waive such condition.

If any Placee fails to make such payment by the required time for any Placing Shares: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its Articles of Association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any such Placing Shares; (iii) the Company or Canaccord Genuity may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, Canaccord Genuity (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company and to Canaccord Genuity (as applicable) for the full amount of any losses and of any costs which it may suffer or incur as a result of it (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by Canaccord Genuity (as applicable) for value by the required time referred to above at the rate of two percentage points above the current base rate of National Westminster Bank.

9. Placees' warranties and undertakings to the Company and Canaccord Genuity

Placees will be deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, confirmations, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee (and any person acting on behalf of the Placee) represents, warrants and acknowledges to the Company and Canaccord Genuity that:

a) it is a person of a kind described in Article 19 (Investment Professionals) and/or Article 49 (High net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) or is otherwise a person to whom it would otherwise be lawful to offer a participation;

b) no offering document or prospectus has been or will be prepared in connection with the Placing and has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares;

c) it agrees to and accepts all of the terms set out in this Appendix and that it has the power and authority to subscribe for the Placing Shares and to give all confirmations and to execute and deliver all documents necessary to effect such subscription;

d) its rights and obligations in respect of the Firm Placing and/or Conditional Placing, as the case may be, will terminate only in the circumstances described in this Appendix and will not be capable of rescission or termination by it in any circumstances (except on the part of fraud by Canaccord Genuity or the Company). It agrees that the exercise by Canaccord Genuity and Charles Stanley of any right of termination or any right of waiver exercisable by Canaccord Genuity and Charles Stanley contained in the Placing Agreement or the exercise of any discretion is within the absolute discretion of Canaccord Genuity and Charles Stanley and Canaccord Genuity and Charles Stanley will not have any liability to it whatsoever in connection with any decision to exercise or not exercise any such rights;

e) it will pay the full amount at the Placing Price as and when required in respect of all Placing Shares allocated to it in accordance with such terms and will do all things necessary on its part to ensure that payment for such Placing Shares and their delivery to it or at its direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that it has in place with Canaccord Genuity or puts in place with Canaccord Genuity with its agreement;

f) it is not accepting its Firm Placing Shares and/or Conditional Placing Shares on a non-discretionary basis other than as agent for persons who are acquiring shares in the ordinary course of business and who fall within Article 2.1 (e)(i) of the Prospectus Directive 2003;

g) it is not and does not regard itself as being a customer of Canaccord Genuity in relation to the Placings, and Canaccord Genuity will not have any duties or responsibilities towards it or its clients for providing protections afforded to their customers under the rules of the Financial Services Authority (the "Rules") or for advising it with regard to the Placing Shares and that Canaccord Genuity shall not be responsible to it or any other person for providing the protections afforded to its customers whether under the Rules or otherwise, or for advising it or any other person in respect of or in connection with such arrangements. In addition any payment by it will not be treated as client money governed by the Rules. It agrees that Canaccord Genuity (as applicable) shall not be liable to it for any matter arising out of its role as placing agent or otherwise in connection with the Placings and that, where any such liability nevertheless arises as a matter of law, it will immediately waive any claim against Canaccord Genuity which it may have in respect thereof;

h) Canaccord Genuity does not have any duty to it similar or comparable to rules of "best execution", "suitability" and "risk warnings" as set out in the Conduct of Business Sourcebook of the Financial Services Authority. It accepts that it is not relying on Canaccord Genuity to advise whether or not the Placing Shares are in any way a suitable investment for it;

i) in agreeing to subscribe for Placing Shares it is not relying on any information, representation or warranty in connection with the Placings, the Company, the Placing Shares, or otherwise, other than as contained in this Announcement including the Appendix (for which the only person(s) responsible to it is or are the person(s) stated in this announcement as having accepted responsibility for such information, representation, warranty or statement). It is not relying on any representation or warranties or agreements by Canaccord Genuity or any director, employee or agent of or any other person, except as set out in the express terms of this Announcement including the Appendix;

j) it confirms that it has made an investigation of the pertinent facts relating to the operation of the Company to the extent it deems necessary in order to be fully informed with respect thereto;

k) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Placing Shares and it is able to bear the economic risk of an investment in the Placing Shares and is, and in the foreseeable future will be, able to sustain a complete loss of its investment in the Placing Shares;

l) it is entitled to subscribe for or purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities;

m) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business or that it will acquire, hold, manage and dispose of the Placing Shares for the purposes of its business;

n) in accepting Firm Placing Shares and/or Conditional Placing Shares it is acting as principal and for no other person other than a discretionary managed client (on terms which enable it to make decisions concerning the Placings or any other offers of transferable securities on his behalf without reference to him) and that its acceptance of that commitment will not give any other person a contractual right to require the issue by the Company of any of the Placing Shares;

o) it is entitled to acquire Placing Shares under the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1993, Part VIII of FSMA, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002, and the Money Laundering Regulations 2007 (the "Regulations"), each as amended from time to time) and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such acquisition, and it will provide promptly to Canaccord Genuity such evidence, if any, as to the identity or location or legal status of any person which Canaccord Genuity may request from it in connection with the Placings (for the purpose of complying with any such laws or regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Canaccord Genuity on the basis that any failure by it to do so may result in the number of Placing Shares that are to be allotted and/or issued to it or at its direction pursuant to the Placings being reduced to such number, or to nil, as Canaccord Genuity may decide at its sole discretion;

p) that it has identified its clients in accordance with the Regulations and that it has complied fully with its obligations pursuant to the Regulations;

q) it has observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action which will or might result in the Company, Canaccord Genuity or any of their respective directors, officers, agents, employees or advisers acting in breach of the regulatory or legal requirements of any territory in connection with the Placings, application for Placing Shares or the admission to AIM of the Placing Shares;

r) neither it, its affiliates nor any persons acting on its or their behalf has taken or will take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to cause or result in, the stabilisation in violation of applicable laws or manipulation of the price of the Ordinary Shares to facilitate the sale or resale of the Placing Shares;

s) it will not distribute any press announcement relating to the Placings or any other offering material, directly or indirectly, in any jurisdiction outside the United Kingdom or to any person resident in countries outside the United Kingdom. This press announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, Placing Shares in any jurisdiction in which such an offer or solicitation is unlawful nor will it be distributed in or into the United States, the Republic of South Africa, Canada, Japan, Australia, New Zealand or the Republic of Ireland except in circumstances exempt from or not subject to the registration or prospectus requirements of those countries' respective securities legislation;

t) acknowledges and agrees that it may not rely, and has not relied, on any investigation that Canaccord Genuity, any of their affiliates or any person acting on their behalf, may have conducted with respect to the Placing Shares or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing Shares or the accuracy, completeness or adequacy of any publicly available or filed information or any representation relating to the Company;

u) it has (i) conducted its own investigation with respect to Tungsten and the Placing Shares, (ii) has received all information that it believes necessary or appropriate in connection with its decision to invest in the Placing Shares, and (iii) made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to investment in the Placing Shares;

v) acknowledges that none of Canaccord Genuity, Charles Stanley, their respective affiliates or any person acting on behalf of any of them has or shall have any liability for any information made publicly available by or in relation to the Company or any representation, warranty or statement relating to the Company or the Group contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

w) represents and warrants that (i) it is and, at the time the Placing Shares are acquired, will be either (a) located outside the United States and is acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S, or (b) within the United States, it is a "qualified institutional buyer" ("QIB") (as defined in Rule 144A under the US Securities Act) and is acquiring the Placing Shares for its own account (or the account of a QIB as to which it has sole investment discretion) for investment purposes only; (ii) if it is acquiring the Placing Shares for the account of one or more other persons, it has full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account; (iii) it is not acquiring the Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or as a result of any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D under the US Securities Act); and (iv) it will not publish, distribute or transmit these or any other documents or information related to the Placing, by any means or media, directly or indirectly, in whole or in part, in or into the United States;

x) acknowledges that the Placing Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state, territory or other jurisdiction of the United States; and the Placing Shares may not be offered or sold within the United States except in an "offshore transaction" in accordance with Regulation S or in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act;

y) acknowledges that the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and for so long as the Placing Shares are "restricted securities", it will not deposit any Placing Shares in any unrestricted depositary receipt facility maintained by a depositary bank;

z) acknowledges that no representation has been made as to the availability of any exemption under the US Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

aa) Canaccord Genuity may (in its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other Affiliate or any person associated with any Affiliate to do so;

bb) it is not, and is not acting in relation to the Placings as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5 per cent. (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to it, or any person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any such section;

cc) that the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Canaccord Genuity nor the Company (nor any of their respective directors, employees, officers, advisers or agents) will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Firm Placing and/or Conditional Placing and it agrees to indemnify the Company and Canaccord Genuity in respect of the same on the basis that the Placing Shares will be credited to the CREST stock account of Canaccord Genuity (CREST participant ID: 805) who will hold them as nominee for the subscribers of such shares until settlement in accordance with its standing settlement instructions;

dd) it irrevocably appoints any director or employee of Canaccord Genuity as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares being issued to it;

ee) it has not and will not make any offer to the public of the Placing Shares for the purposes of the Prospectus Regulations 2005, Schedule 11 to FSMA or section 85 of FSMA;

ff) it agrees to be bound by the terms of the memorandum and articles of association of the Company;

gg) this Appendix and any contract which may be entered into between it and Canaccord Genuity and/or the Company pursuant to it or the Placings shall be governed by and construed in accordance with the laws of England, for which purpose it submits to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute, or matter arising out of or relating to this Appendix or such contract, except that each of the Company and Canaccord Genuity shall have the right to bring enforcement proceedings in respect of any judgement obtained against such Placee in the courts of England and Wales in the courts of any other relevant jurisdiction;

hh) it confirms that it is not presently acting in concert, as defined in the City Code on Takeovers and Mergers, with any existing shareholder or other Placee;

ii) each right or remedy of the Company or Canaccord Genuity provided for in this Appendix is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part shall not preclude the subsequent exercise of any such right or remedy;

jj) any document that is to be sent to it in connection with the Placings will be sent at its risk and may be sent to it at any address provided by it to Canaccord Genuity;

kk) none of its rights or obligations in respect of the Placings are conditional on any other person agreeing to acquire any Placing Shares under the Placings and no failure by any other Placee to meet any of its obligations in respect of the Placings shall affect any of its obligations in respect of the Placings;

ll) Canaccord Genuity does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Canaccord Genuity or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

mm) it acknowledges and agrees that time shall be of the essence as regards its obligations in connection with the Placings;

nn) it acknowledges that if the Firm Placing and/or Conditional Placing do not proceed and/or the Firm Placing Shares and/or Conditional Placing Shares are not admitted to trading on AIM for any reason whatsoever, then neither Canaccord Genuity nor the Company shall have any liability to it;

oo) it understands and accepts that it will not be entitled to any commission in respect of its placing participation unless expressly agreed with Canaccord Genuity;

pp) the Company and Canaccord Genuity and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given by Placees (or persons acting on their behalf) to Canaccord Genuity on its own behalf and on behalf of the Company and are irrevocable; and

qq) it agrees to indemnify and keep indemnified the Company and Canaccord Genuity and any person acting on behalf of any of them against any loss arising to any of them as a result of any breach of any representation, warranty, covenant or confirmation by it herein or elsewhere or from its failure to disclose any material details or provide all the information requested pursuant to its placing participation.

The rights and remedies of the Company and Canaccord Genuity under these terms and conditions are in addition to any rights or remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.